As filed with the Securities and Exchange Commission on October 10, 2006.
                                                      Registration No. 033-69064
                             Washington, D.C. 20549
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                THE BOC GROUP plc
             (Exact name of Registrant as specified in its charter)

            England                                           Not Applicable
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                            Chertsey Road, Windlesham
                                Surrey, GU20 6HJ
                             Tel: +44 (0)1276 477222
   (Address and telephone number of Registrant's principal executive offices)

                            (Full title of the plan)

                              CT Corporation System
                           111 Eighth Avenue, New York
                               New York 10011, USA
                                +1 (212) 590-9338
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Doreen E. Lilienfeld, Esq.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                            New York, New York 10022
                                +1 (212) 848-7171


                              EXPLANATORY STATEMENT

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 033-69064 (the "Registration Statement"), is being filed to
deregister certain ordinary shares, of 25 pence each (the "Shares") of The BOC
Group Plc (the "Registrant") that were registered for issuance to employees of
the Registrant pursuant to The BOC Group Executives Share Purchase Plan (the
"Plan"). The Registration Statement registered 8,000,000 Shares issuable
pursuant to the Plan. In connection with the Registrant's suspension of duty to
file reports under Sections 13 and 15(d) of the U.S. Securities Exchange Act of
1934, as amended, the Registration Statement is hereby amended to deregister the
remaining unissued Shares.

                                     PART II


         Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Windlesham, Surrey, England, and in Murray Hill,
New Jersey, U.S.A. on October 10, 2006.

                                          THE BOC GROUP plc

                                          By: /s/ Anthony Eric Isaac
                                          Name:   Anthony Eric Isaac
                                          Title:  Chief Executive

                                          By: /s/ James P. Blake
                                          Name:   James P. Blake
                                          Title:  Authorized U.S. Representative